-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WFlxur24Y4KtiOjKP+9l2Gl5s9tXqy0w4h6MzOyeDs4Kyr9wdJndDTtFisVXeWXb 3i53oH462y+j7EAdt3l8RQ== 0000904454-08-000025.txt : 20080207 0000904454-08-000025.hdr.sgml : 20080207 20080207113023 ACCESSION NUMBER: 0000904454-08-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVACEA INC CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 08583755 BUSINESS ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94025-1918 BUSINESS PHONE: (650) 228-1800 MAIL ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94025-1918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN PARTNERS V LP CENTRAL INDEX KEY: 0001207785 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6096835656 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G/A 1 s13ga_020508-novacea.htm AMD TO SCHED FOR NOVACEA BY DOMAIN PARTNERS V

CUSIP No. 66987B 10 3

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)1

 

Novacea, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

66987B 10 3

(CUSIP Number)

 

December 31, 2007

Date of Event Which Requires Filing of this Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is Filed:

 

 

o Rule 13d-1(b)

 

o Rule 13d-1(c)

 

x Rule 13d-1(d)

 

 

 

_______________________

 

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 66987B 10 3

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Partners V, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

3,151,823 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

3,151,823 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,151,823 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

12.4%

12)

Type of Reporting Person

PN

 

CUSIP No. 66987B 10 3

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

DP V Associates, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

73,575 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

73,575 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

73,575 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

0.3%

12)

Type of Reporting Person

PN

 

CUSIP No. 66987B 10 3

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Associates, L.L.C.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

96,069 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

96,069 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

96,069 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

0.4%

12)

Type of Reporting Person

OO

 

CUSIP No. 66987B 10 3

 

Amendment No. 1 to Schedule 13G

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on February 14, 2007 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

 

The following Items of the Schedule 13G are hereby amended and restated as follows:

 

Item 4

–

Ownership.

 

 

(a)

Amount Beneficially Owned:

 

 

Domain V: 3,151,823 shares of Common Stock

 

DP V A: 73,575 shares of Common Stock

 

DA: 96,069 shares of Common Stock

 

 

(b)

Percent of Class:

 

 

Domain V: 12.4%

 

DP V A: 0.3 %

 

DA: 0.4%

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

 

 

Domain V: 3,151,823 shares of Common Stock

 

DP V A: 73,575 shares of Common Stock

 

DA: 96,069 shares of Common Stock

 

 

(ii)

shared power to vote or to direct the vote: -0-

 

 

(iii)

sole power to dispose or to direct the disposition of:

 

 

Domain V: 3,151,823 shares of Common Stock

 

DP V A: 73,575 shares of Common Stock

 

DA: 96,069 shares of Common Stock

 

 

(iv)

shared power to dispose or to direct the disposition of: -0-

 

In addition, One Palmer Square Associates V, L.L.C. (“OPSA V”), the general partner of Domain V and DP V A, beneficially owns 165,700 shares of Common Stock, or approximately 0.7% of the Common Stock outstanding.

CUSIP No. 66987B 10 3

 

 

Signature:

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

DOMAIN PARTNERS V, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DP V ASSOCIATES, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DOMAIN ASSOCIATES, L.L.C.

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

Date: January 23, 2008

 

 

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